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Form 8-K KROGER CO For: Dec 11

December 11, 2014 3:53 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM�8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

Date of Report:� December�11, 2014

(Date of earliest event reported)

THE KROGER CO.

(Exact name of registrant as specified in its charter)

An Ohio Corporation

No.�1-303

31-0345740

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices)

Registrant�s telephone number:� (513) 762-4000

Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o �Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

o �Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

o �Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

o �Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))



Section�5 � Corporate Governance and Management

Item 5.02������������������������������������������ Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)� Pursuant to the Company�s retirement policy in The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance, Reuben V. Anderson and Steve R. Rogel retired from the Board of Directors on and effective December�11, 2014, and accordingly, will not stand for re-election at the 2015 annual meeting of shareholders.

In addition, as previously disclosed, Mr.�Dave B. Dillon is retiring as a director and as Chairman of the Board, effective December�31, 2014.

(d)� On December�11, 2014, the Board of Directors elected Nora Aufreiter to serve as a director until the annual meeting of shareholders in 2015, or until her successor is duly elected and qualified.� She has been appointed to serve on the Financial Policy and the Public Responsibility Committees of the Board, effective December�11, 2014.� There are no arrangements or understandings between Ms.�Aufreiter and any other persons pursuant to which she was selected as a director.� Ms.�Aufreiter has not engaged in any transactions with us during the last fiscal year, and she does not propose to engage in any transactions, that would be reportable under Item 404(a)�of Regulation S-K.

Ms.�Aufreiter is eligible to receive our standard annual non-employee directors compensation as described in our most recent Proxy Statement filed with the Securities and Exchange Commission on May�14, 2014 under the heading �Director Compensation�.

Section�8 � Other Events

Item 8.01������������������������������������������ Other Events

In conjunction with Mr.�Dillon�s retirement from the Board effective December�31, 2014, the Board appointed Mr.�Rodney McMullen, our Chief Executive Officer, as Chairman of the Board effective January1, 2015.

Item 9.01������������������������������������������ Financial Statements and Exhibits

(d)����������� Exhibits.

99.1�������������������������������������������� Press Release dated December�11, 2014 announcing David B. Dillon�s retirement, furnished herewith.

99.2������������������������������������������� Press Release dated December�11, 2014 announcing Nora A. Aufreiter�s election to the Board of Directors, furnished herewith.

2



�SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE KROGER CO.

December�11, 2014

By:

/s/ Christine Wheatley

Christine Wheatley

Group Vice President,

Secretary and General Counsel

3



EXHIBIT�INDEX

Exhibit�No.

Exhibit

99.1

Press Release dated December�11, 2014 announcing David B. Dillon�s retirement, furnished herewith.

99.2

Press Release dated December�11, 2014 announcing Nora A. Aufreiter�s election to the Board of Directors, furnished herewith.

4


Exhibit 99.1

David Dillon to Retire as Kroger Chairman

Rodney McMullen Elected Chairman Starting Jan.�1

CINCINNATI � December�11, 2014 � David B. Dillon, who led The Kroger Co. (NYSE: KR) leadership team�s development of the company�s successful Customer 1st�Strategy, will retire as chairman of the board on December�31, after 38 years of service.

As expected, the Kroger Board of Directors today elected Rodney McMullen, Kroger�s chief executive officer, to the additional post of chairman commencing on January�1, 2015. Mr.�McMullen has served on the Board of Directors since 2003.

Mr.�Dillon served as Kroger�s chairman from 2004 � 2014 and as chief executive officer from 2003 � 2013. Prior to that, he held a variety of executive positions at Kroger and Dillons Companies, which merged in 1983. During his tenure as CEO, Kroger grew revenue by $45 billion, created 53,000 new jobs, reduced costs for eight consecutive years and returned $9.2 billion to shareholders through share repurchases and dividends, which were reinstated in 2006.

As part of the Customer 1st�Strategy, Mr.�Dillon and Mr.�McMullen, who was then serving as vice chairman, had the foresight to create and execute a long-term price investment strategy that has enabled Kroger to deliver sustainable business growth and shareholder returns, while also saving customers nearly $3 billion annually through lower prices. This laid the foundation for Kroger�s growth plan, announced in October�2012, which expands the Customer 1st�Strategy by: accelerating growth in Kroger�s core business and improving the company�s connection with all customers; expanding Kroger�s presence in new and existing markets; and innovating to create unique competitive positioning for today and the future.

Kroger has also become a leader in supermarket sustainability under Mr.�Dillon�s leadership. The company has reduced energy consumption in stores by 33 percent since 2000 and reduced its carbon footprint by 4.4 percent since 2006. More than half of the company�s 37 manufacturing facilities are zero waste. Kroger�s efforts to feed families struggling with hunger have grown to total contributions of 250 million meals � 4 million meals per week � in 2013.

�For Dave, Customer 1st�� which truly put our customers at the center of how Kroger runs its business � was more than a successful business strategy. It was a philosophy that he believed and lived through his actions every day, and as a result he inspired thousands of our associates during his many years of service to Kroger and Dillons Companies,� said Mr.�McMullen. �He understood that Kroger�s greatest asset is the trust that our customers, associates and shareholders have in our company. We are all the beneficiaries of Dave�s extraordinary leadership.�

Kroger, one of the world�s largest retailers, employs more than 375,000 associates who serve customers in 2,631 supermarkets and multi-department stores in 34 states and the District of Columbia under two dozen local banner names including Kroger, City Market, Dillons, Food 4 Less, Fred Meyer, Fry�s, Harris Teeter, Jay C, King Soopers, QFC, Ralphs and Smith�s.� The company also operates 783 convenience stores, 325 fine jewelry stores, 1,293 supermarket fuel centers and 37 food processing plants in the U.S.� Recognized by Forbes as the most generous company in America, Kroger supports hunger relief, breast cancer awareness, the military and their families, and more than 30,000 schools and grassroots organizations. Kroger contributes food and funds equal to 200 million meals a year through more than 100 Feeding America food bank partners. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable and the U.S. Hispanic Chamber�s Million Dollar Club.

--30--

Kroger Contacts: Media: Keith Dailey (513) 762-1304; Investors: Cindy Holmes (513) 762-4969


Exhibit 99.2

Kroger Announces Nora A. Aufreiter Elected
to Kroger Board of Directors

CINCINNATI � December 11, 2014 � The Kroger Co. (NYSE: KR) today announced that Nora A. Aufreiter has been elected to the Company�s Board of Directors.

Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting firm. She had roles of increasing responsibility during her 27 years with the firm including serving on their global personnel committees. Her roles included leading the firm�s North American Retail Practice, North American Branding service line, McKinsey�s Toronto office, and the firm�s Consumer Digital and Omnichannel service line, which she led until her retirement in June of this year.

�We are delighted to welcome Nora to Kroger,� said David Dillon, Kroger�s chairman. �With her broad business experience and consumer and digital expertise, Nora will be a great addition to Kroger�s Board.�

Ms. Aufreiter is a member of the Board of Directors of Scotiabank and Neiman Marcus Group. She serves on the boards of St. Michael�s Hospital and the Canadian Opera Company, and is a member of the Dean�s Advisory Board for the Ivey Business School in Ontario, Canada. She is a graduate of the Harvard Business School.

Ms. Aufreiter is elected to serve until Kroger�s annual meeting of shareholders in June 2015. At that time, she will stand for election by the shareholders.

Kroger, one of the world�s largest retailers, employs more than 375,000 associates who serve customers in 2,631 supermarkets and multi-department stores in 34 states and the District of Columbia under two dozen local banner names including Kroger, City Market, Dillons, Food 4 Less, Fred Meyer, Fry�s, Harris Teeter, Jay C, King Soopers, QFC, Ralphs and Smith�s.� The company also operates 783 convenience stores, 325 fine jewelry stores, 1,293 supermarket fuel centers and 37 food processing plants in the U.S.� Recognized by Forbes as the most generous company in America, Kroger supports hunger relief, breast cancer awareness, the military and their families, and more than 30,000 schools and grassroots organizations. Kroger contributes food and funds equal to 200 million meals a year through more than 100 Feeding America food bank partners. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable and the U.S. Hispanic Chamber�s Million Dollar Club.

--30--

Kroger Contacts:

Media: Keith Dailey (513) 762-1304; Investors: Cindy Holmes (513) 762-4969




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